UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)

                                 April 29, 2004


                              QUALSTAR CORPORATION
             (Exact name of registrant as specified in its charter)

        California                      000-30083               95-3927330
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
       incorporation)                                        Identification No.)



3990-B Heritage Oak Court, Simi Valley, CA                   93063
 (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (805) 583-7744



                             Exhibit Index on page 3



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Item 7. Financial Statements and Exhibits.

(c) Exhibits.

 Exhibit Number                              Description

     99.1            Press release of Qualstar Corporation dated April 29, 2004.


Item 12.  Results of Operations and Financial Condition.

         On April 29, 2004, Qualstar Corporation issued a press release
regarding results of operations for the fiscal third quarter ended March 31,
2004. A copy of this press release is being furnished as Exhibit 99.1 to this
Current Report on Form 8-K.

         In accordance with General Instruction B.6 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liability of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933.

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              QUALSTAR CORPORATION



April 29, 2004                                By:    /S/ Frederic T. Boyer
                                                 -------------------------------
                                                      Frederic T. Boyer
                                                      Chief Financial Officer




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                                  EXHIBIT INDEX


 Exhibit Number                          Description
    99.1            Press release of Qualstar Corporation dated April 29, 2004.



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